THOMAS WEISEL PARTNERS GROUP, INC. [Title of Debt Securities] Underwriting AgreementUnderwriting Agreement • November 9th, 2009 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $ principal amount of the [Title of Debt Securities] (the “Securities”), which are further described in Schedule II hereto.
THOMAS WEISEL PARTNERS GROUP, INC. [Title of Securities] Underwriting AgreementUnderwriting Agreement • November 9th, 2009 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [shares of [Common Stock, par value $0.01 per share (“Common Stock”) of the Company][name of Series Preferred Stock (“Preferred Stock”)][warrants (“Warrants”), which are further described on Schedule II hereto)] [units (“Units”), which are further described on Schedule II hereto], [and, at the election of the Underwriters, up to additional [shares of [Common Stock][Preferred Stock]][Warrants][Units]]. The [shares of [Common Stock][Preferred Stock]][Warrants][Units]] to be sold are herein called the “[Firm] Securities” and the additional [shares of [Common Stock][Preferred Stock][Warrants][Units] to be sold are herein called the “Optional Securities”. [The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to S
THOMAS WEISEL PARTNERS GROUP, INC. Common Stock, par value $0.01 per share Form of Underwriting AgreementUnderwriting Agreement • May 9th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners LLC Keefe, Bruyette & Woods, Inc. Fox-Pitt, Kelton Incorporated Sandler O’Neill & Partners, L.P. As representatives of the Underwriters named in Schedule I hereto, c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue, 5th Floor New York, NY 10019
CEO EMPLOYMENT AGREEMENTCeo Employment Agreement • March 29th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • May 28th, 2008 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Ontario
THIS VOTING AND EXCHANGE AGREEMENT (the “Agreement”), dated as of January 2, 2008, by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Parent”), TWP Acquisition Company (Canada), Inc., a corporation organized under the OBCA (“Canadian Sub”) and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (hereinafter referred to as “Trustee”).
PRESIDENT EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2009 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
This is your EMPLOYMENT AGREEMENT (this “Agreement”) with Thomas Weisel Partners Group, Inc., a Delaware corporation (“TWPG Inc.” and, together with its subsidiaries and affiliates and its and their respective predecessors and successors, the “Firm”). This Agreement sets forth the terms and conditions of your employment with the Firm.
THOMAS WEISEL PARTNERS GROUP, INC. Common Stock, par value $0.01 per share Form of Underwriting AgreementUnderwriting Agreement • February 1st, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners LLC Keefe, Bruyette & Woods, Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue, 5th Floor New York, NY 10019
AGREEMENTBonus Agreement • March 17th, 2009 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
This Agreement (this “Agreement”) is entered into as of this 27th day of February, 2009, by and between Thomas Weisel Partners Group, Inc. (“TWPG”) and Lionel F. Conacher (“Conacher”), in his individual capacity.
LEAVE & LICENSE AGREEMENTLeave & License Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Maharashtra
Tivoli Investments & Trading Company Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 101, Champaklal Udyog Bhavan, Sion (East), Mumbai – 400 022 (hereinafter called “the Licensor” which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) on the One Part
AGREEMENT AND PLAN OF MERGER dated as of APRIL 25, 2010 among STIFEL FINANCIAL CORP., PTAS, INC. and THOMAS WEISEL PARTNERS GROUP, INC.Merger Agreement • April 26th, 2010 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 25, 2010 (the “Signing Date”) among STIFEL FINANCIAL CORP., a Delaware corporation (“Parent”), PTAS, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”) and THOMAS WEISEL PARTNERS GROUP, INC., a Delaware corporation (the “Company”).
SUPPORT AGREEMENTSupport Agreement • May 28th, 2008 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Ontario
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of January 2, 2008, by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Parent”), TWP Holdings Company (Canada), ULC, an unlimited liability company organized under the laws of the Province of Nova Scotia and a wholly-owned subsidiary of Postal (“CallRightCo”) and TWP Acquisition Company (Canada), Inc., a corporation organized under the Ontario Business Corporations Act and an indirect subsidiary of Parent (“Canadian Sub”).
UNCONDITIONAL SECURED GUARANTYUnconditional Secured Guaranty • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
In consideration of SILICON VALLEY BANK’S (“Bank”) loans to Thomas Weisel Capital Management LLC, Thomas Weisel Venture Partners LLC, Thomas Weisel Healthcare Venture Partners LLC and Tailwind Capital Partners LLC (individually and collectively “Borrower”), under a Loan and Security Agreement dated as of the date hereof (the “Agreement”; capitalized terms used herein without definition have the meanings assigned to them in the Agreement), Thomas Weisel Partners Group LLC (“Guarantor”) unconditionally and irrevocably guarantees payment of all amounts Borrower owes Bank and Borrower’s performance of the Agreement and any other Loan Documents, as amended from time to time (collectively the “Agreements”), according to their terms.
SUBLEASE (Arastra, Inc.)Sublease • March 16th, 2007 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
THIS SUBLEASE (this “Sublease”) is made as November 30, 2006, by and between THOMAS WEISEL PARTNERS GROUP INC., a Delaware corporation (“Sublessor”) and ARASTRA, INC., a California corporation (“Sublessee”).
FORM OF] THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • August 1st, 2008 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), hereby establishes on this 6th day of August, 2008 to the “Participant” this Performance Award of Restricted Stock Units (“RSUs”) pursuant to the Thomas Weisel Partners Group, Inc., Second Amended and Restated Equity Incentive Plan (the “Plan”) upon the following terms and conditions:
June 23, 2005Letter Agreement • February 1st, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
The purpose of this letter is to set forth certain understandings between Thomas Weisel Partners Group LLC (“TWP”) and California Public Employees’ Retirement Fund (“CalPERS”) with respect to TWP’s proposed initial public offering (the “IPO”) and the restructuring of CalPERS’ securities that will be required for the IPO to proceed. The restructuring contemplated by TWP would include the conversion of all shares of TWP into shares of common stock of a new corporate entity. TWP desires to obtain certain commitments from CalPERS and other members of TWP for the purpose of facilitating its efforts to complete the restructuring and move forward with the proposed IPO. To allow discussions and negotiations on the restructuring to take place, TWP and CalPERS are willing to enter into this letter agreement.
Subscription Agreement dated as of January 18, 2000 between THOMAS WEISEL PARTNERS GROUP LLC And CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM (RESTATED TO INCLUDE AMENDMENT TO SUBSCRIPTION AGREEMENT DATED DECEMBER 15, 2000 AND JUNE 15, 2001)Subscription Agreement • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
SUBSCRIPTION AGREEMENT (the “Agreement”) dated as of January 18, 2000, between Thomas Weisel Partners Group LLC, a Delaware limited liability company (the “Company”), and the California Public Employees’ Retirement System (“Subscriber”).
THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 17th, 2009 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), hereby grants to the “Participant” this “Award” of Restricted Stock units (“RSUs”) pursuant to the Thomas Weisel Partners Group, Inc., Third Amended and Restated Equity Incentive Plan (the “Plan”) upon the following terms and conditions:
WARRANT TO PURCHASE 486,486 SHARES OF THE COMMON STOCK OF THOMAS WEISEL PARTNERS GROUP, INC.Warrant Agreement • March 29th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
This Warrant is being issued to the Holder pursuant to the terms of the Plan of Reorganization and Merger Agreement, dated as of October 14, 2005 (the “Reorganization Agreement”), by and among Thomas Weisel Partners Group LLC, the Company and TWPG Merger Sub LLC.
FORM OF] THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 1st, 2008 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), hereby grants to the “Participant” this Award of Restricted Stock units (“RSUs”) pursuant to the Thomas Weisel Partners Group, Inc., Second Amended and Restated Equity Incentive Plan (the “Plan”) upon the following terms and conditions:
SUBLEASE AGREEMENTSublease Agreement • March 16th, 2007 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
THIS SUBLEASE AGREEMENT (this “Sublease”) is made as of November 30, 2006, by and between THOMAS WEISEL PARTNERS GROUP INC., a Delaware corporation (“Sublessor”) and GYROGRAPHIC COMMUNICATIONS INC., a California corporation (“Sublessee”).
SUBLEASE AGREEMENTSublease Agreement • March 16th, 2007 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
THIS SUBLEASE AGREEMENT (this “Sublease”) is made as of November 27, 2006, by and between THOMAS WEISEL PARTNERS GROUP INC., a Delaware corporation (“Sublessor”) and THE ALEXANDER GROUP, INC., a Delaware corporation (“Sublessee”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
We are pleased that you will be continuing your employment as a Partner of Thomas Weisel Partners Group, Inc., a Delaware corporation (“TWPG Inc.”), or one or more of its subsidiaries or affiliates (collectively with TWPG Inc., and its and their predecessors and successors, the “Firm”), and are writing to set forth the terms and conditions of such employment. Certain capitalized terms are defined in Section 5 hereof.
FORM OF THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN AND BONUS PLAN PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • June 11th, 2008 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), hereby establishes on this 5th day of June, 2008 to the “Participant” this Performance Award of cash and equity awards pursuant to the Thomas Weisel Partners Group, Inc., Second Amended and Restated Equity Incentive Plan and Bonus Plan (the “Equity Incentive Plan” and “Bonus Plan”, respectively, and, together, the “Plans”) upon the following terms and conditions:
THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 1st, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), hereby grants to the “Participant” this Award of Restricted Stock pursuant to the Thomas Weisel Partners Group, Inc., Equity Incentive Plan (the “Plan”) upon the following terms and conditions:
Re: Separation Agreement (“Agreement”)Separation Agreement • February 6th, 2007 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
This letter will constitute the Agreement between you and Thomas Weisel Partners LLC (“TWP”) on the terms of your separation from, and future consulting with, the firm. If you do not sign and return this Agreement by February 27, 2007, the entire Agreement by and between you and TWP is null and void. This Agreement shall become effective on the “Effective Date,” as defined in Section 12.
STANDARD OFFICE LEASE FOR 88 KEARNY BY AND BETWEEN TEACHERS INSURANCE ANNUITY ASSOCIATION OF AMERICA, for the benefit of its separate Real Estate Account, AS LANDLORD, AND THOMAS WEISEL PARTNERS GROUP, LLC, a Delaware limited liability company AS...Office Lease • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
This Standard Office Lease (“Lease”) is made and entered into as of January 10, 1999, by and between TEACHERS INSURANCE ANNUITY ASSOCIATION OF AMERICA, for the benefit of its separate Real Estate Account (“Landlord”), and THOMAS WEISEL PARTNERS GROUP, LLC, a Delaware limited liability company (“Tenant”).
ContractLease Amendment • November 6th, 2009 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
Re: Amendment to Subscription AgreementSubscription Agreement • February 1st, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
Reference is hereby made to the Subscription Agreement, dated as of January 18, 2000, between Thomas Weisel Partners Group LLC, a Delaware limited liability company (together with its successor by merger, the “Company”), and California Public Employees’ Retirement System (“CalPERS”), as amended as of December 15, 2000, June 15, 2001 and November 14, 2001 (as amended hereby (the “Subscription Agreement”). Capitalized terms used herein but not specifically defined shall have the same meanings ascribed to them in the Subscription Agreement.
AGREEMENT AND PLAN OF MERGER Between THOMAS WEISEL PARTNERS GROUP, INC. and THOMAS WEISEL PARTNERS GROUP LLC Dated as of February 7, 2006Merger Agreement • March 29th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Delaware
WHEREAS, immediately upon the consummation of the merger (the “Initial Merger”) between TWPG Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and TWPG LLC, pursuant to the Plan of Reorganization and Merger Agreement (the “Initial Merger Agreement”), dated as of October 14, 2005, by and among TWPG LLC, Merger Sub and TWPG Inc., TWPG LLC shall be a wholly owned subsidiary of TWPG Inc.;
ALLIANCE AGREEMENTAlliance Agreement • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
This Alliance Agreement (“Agreement”) is made and entered into as of November 14, 2001 (the “Effective Date”), among Nomura Securities Co., Ltd., a Japanese corporation (“NSC”) Nomura Corporate Advisors Co., Ltd., a Japanese corporation (“NCA”), Nomura Holding America Inc., a Delaware corporation, (“NHA”) (together NSC, NCA and NHA are referred to as the “Nomura Parties” and individually a “Nomura Party”), and Thomas Weisel Partners Group LLC, a Delaware limited liability company, (“TWP”).
ContractAssignment Agreement • November 13th, 2007 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
This Assignment Agreement concerning the Assignment of the Leasehold Bellerivestrasse 17, 8008 Zurich, dated December 22, 2005, regarding office space of approx. 505 square meter, 4 parking lots in underground garage, 4 regular parking lots (the “Leasehold”) is made by and between
FIRST AMENDMENT TO CEO EMPLOYMENT AGREEMENTCeo Employment Agreement • November 13th, 2007 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
This letter sets forth an amendment to your Employment Agreement dated February 1,2006 (the “Agreement”) with Thomas Weisel Partners Group, Inc., a Delaware corporation (“TWPG Inc.” and, together with its subsidiaries and affiliates and its and their respective predecessors and successors, the “Firm”).
SUBLEASESublease • October 19th, 2005 • Thomas Weisel Partners Group, Inc. • California
TWO INTERNATIONAL PLACE Boston, Massachusetts OFFICE LEASE THOMAS WEISEL PARTNERS GROUP, LLCOffice Lease • October 19th, 2005 • Thomas Weisel Partners Group, Inc. • Massachusetts
390 PARK AVENUE ASSOCIATES, LLC Landlord TO THOMAS WEISEL PARTNERS GROUP LLC Tenant Lease Dated as of May 5, 1999Lease • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
LEASE, dated as of May 5, 1999, between 390 PARK AVENUE ASSOCIATES, LLC, (“Landlord”), a Delaware limited liability company whose address is c/o RFR Holding LLC, 400 Park Avenue, New York, New York 10022 and THOMAS WEISEL PARTNERS GROUP LLC (“Tenant”), a Delaware limited liability company whose address is One Montgomery Street, Suite 3700, San Francisco, California 94104 prior to the commencement of the Term, and thereafter Tenant’s address shall be that of the Building.
